ADT 2008 Annual Report Download - page 101

special incentive payment to the Participant and will not be taken into account as compensation for
purposes of any other employee benefit plan of the Company or a Subsidiary, except as the Committee
otherwise provides. The adoption of the Plan will have no effect on Awards made or to be made under
any other benefit plan covering an employee of the Company or a Subsidiary or any predecessor or
successor of the Company or a Subsidiary.
7.10 Securities Law Compliance. Awards under the Plan are intended to satisfy the requirements
of Rule 16b-3 under the Exchange Act. If any provision of this Plan or any grant of an Award would
otherwise frustrate or conflict with this intent, that provision will be interpreted and deemed amended
so as to avoid conflict. No Participant will be entitled to a grant, exercise, transfer or payment of any
Award if the grant, exercise, transfer or payment would violate the provisions of the Sarbanes-Oxley
Act of 2002 or any other applicable law.
7.11 Section 409A Compliance. To the extent that any Award granted under the Plan is subject
to Section 409A of the Code, the Award Certificate evidencing such Award will be construed to the
greatest extent possible in a manner that will not result in adverse tax consequences under
Section 409A of the Code, provided that such construction is not materially inconsistent with the intent
of the Award. Any Award that provides for a payment to any Participant who is a ‘‘specified employee’’
of deferred compensation that is subject to Code Section 409A(a)(2) and that becomes payable upon,
or that is accelerated upon, such Participant’s Termination of Employment, shall be made no earlier
than the date which is six months following such Participant’s Termination of Employment (or, if
earlier, such Participant’s death) and such provision shall also be included in any Award Certificate. A
specified employee for this purpose shall be determined by the Committee or its delegate in
accordance with the provisions of Code Section 409A and the regulations and rulings thereunder.
7.12 Governing Law, Severability. The Plan and all determinations made and actions taken under
the Plan will be governed by the law of the Company’s place of incorporation and construed
accordingly. If any provision of the Plan is held unlawful or otherwise invalid or unenforceable in whole
or in part, the unlawfulness, invalidity or unenforceability will not affect any other parts of the Plan,
which parts will remain in full force and effect.
2009 Proxy Statement A-21